Beverly
Carter and Frederick A. Terry, Jr., as Executors of the Will of Paul
Mellon, deceased (the “Executors”).

Re: Northern Fauquier Community Park and Sports Complex
Mitigation of Soils Problems and Execution of the Landscape and Park
Amenities Plan dated May 1, 2007 and Revisions Through March, 2008 (the
“Landscaping Plan”) attached hereto as exhibit “A.”

The following sets forth the provisions of the
Memorandum of Understanding agreed to by the Board and the Executors to
complete the tree and shrub installation under the Landscaping Plan in
accordance with the desires of the Executors.

1. The Executors and the Board acknowledge and
agree that the Board has entered into a separate Agreement with its
Contractor, S.W. Rodgers, to provide for the completion of the
above-reference Landscape and Park Amenities plan. The Agreement is
attached hereto as Exhibit “B.”

2. The Executors and the Board further
acknowledge and agree that the performance of this agreement by Rodgers
will satisfy the requirements of the Distribution Agreement with respect
to the installation of trees and shrubs. The Agreement between the
Board and Rodgers provides that Rodgers will not be responsible for
long-term settlement within the trenches. The Board will, as part of
its maintenance responsibility, address this settlement in an
appropriate fashion.

3. The Executors and the Board agree that the
Board will provide to the Executors and EDA by April 30, 2008 specific
comments and concerns regarding the draft “Maintenance Specification”
previously prepared by EDA and submitted to the Board. Thereafter, EDA
and the Board shall work together in good faith to agree upon, and to
memorialize in writing, a reasonable maintenance specification for the
maintenance of the Sports Park Facility, including the Landscaping.

4. The Executors hereby approve the release of
any and all funds needed to reimburse the Board for its final payment to
Miller Brothers, Inc. under its separate construction contract for the
construction of certain buildings on the Site. The Executors agree that
no instructions to withhold funds shall issue hereafter except with
respect to specific items of work (to be itemized by the Executors) that
have not been completed in accordance with this Agreement (together with
specific reasons describing such failures). EDA will promptly review
and reasonably approve all requests for payment under the Construction
Contract submitted by Rodgers, as well as other requests for payment
submitted by any other contractors under their respective contracts.

5. Except as specifically modified hereby, the
Distribution Agreement shall remain in full force and effect. The
terms, covenants and conditions contained in this Agreement shall bind
and inure to the benefit of the parties hereto and their respective
successors and assigns.

6. This Memorandum of Understanding shall be
governed by the laws of the Commonwealth of Virginia and any action to
enforce any right or obligation hereunder shall be subject to the
exclusive jurisdiction of the courts of the Commonwealth of Virginia.

The parties hereby agree to the conditions set
forth in this Memorandum of Understanding.